Note: This model agreement has been prepared for
illustrative purposes in connection with the Botanic Garden Pilot Project
on Access to Genetic Resources and Benefit-sharing. The language of this
draft agreement is appropriate to certain circumstances and to English law
only. Consequently, no person should rely on the language of this draft
without first consulting his or her own legal
adviser.

Upon receipt of this Agreement, signed by Recipient below, and because
Recipient has agreed to comply with the terms and conditions set forth in this
Agreement, [Participating Garden] ("[PG]") will supply to Recipient such of
the Biological Material (Note 1) requested by Recipient as is, in [PG]'s sole judgement,
reasonable and appropriate. Such Biological Material as is supplied to Recipient
will be accompanied by a copy of this Agreement, on the reverse of which the
Biological Material being supplied (the "Material") will be itemised.

[PG] intends to honour the letter and spirit of the Convention on
Biological Diversity in the use of its collections. Accordingly, the supply of
any and all Biological Material by [PG] to Recipient, including any Material to
be supplied under this Agreement, will be subject to the following
conditions:

1. Subject to Clauses 2 and 4 below, Recipient may use the Material
and any progeny or Derivatives (*) thereof such as modified or unmodified extracts) for non-commercial
purposes only.

2. Recipient will provide [PG] with a fair and equitable share of
any benefits obtained by Recipient arising out of any utilisation by Recipient
of the Material or its progeny or Derivatives, including benefits such as
research results and copies of publications. In addition, Recipient shall
acknowledge [PG] and, where determinable, the Country of Origin, in all research
publications resulting from the use of the Material.

4. If at any point in the future Recipient wishes to Commercialise
the Material or its progeny or Derivatives, Recipient must first obtain the
written permission of [PG]. Any Commercialisation to which [PG] agrees will
be subject to a separate agreement between Recipient and [PG] consistent with
[PG]'s policy that benefits be shared fairly and equitably with the Country
of Origin (Note 2)of the Material.

5. Recipient may not transfer the Material or any progeny or
Derivatives thereof to any party other than Recipient or [PG] without the prior
informed consent in writing of [PG], and then only under a legally binding
written agreement containing terms no less restrictive than those contained in
this Agreement unless otherwise agreed in writing by [PG].

6. [PG] makes no representation or warranty of any kind, either
express or implied, (1) as to the identity, safety, merchantability or fitness
for any particular purpose of the Material or its progeny or Derivatives or (2)
that the Material provided to Recipient under this Agreement is or will remain
free from any further obligation to obtain prior informed consent from, to share
benefits with or to comply with restrictions on use imposed by the country of
origin of the Material or any other country or regional economic integration
organisation. Recipient will indemnify [PG] from any and all liability arising
out of the Material or its progeny or Derivatives and their use.

7. This Agreement is governed by and shall be construed in
accordance with [insert appropriate nationality] law.

Note 1. Biological material includes, but is not
limited to, plants, plant parts or propagation material (such as seeds,
cuttings, roots, bulbs, corms or leaves), fungi or other fungal material, and
any other material of plant, animal, fungal, microbial or other origin and the
genetic resources contained therein; Genetic resources mean any material of
plant, animal, fungal, microbial or other origin containing functional units of
heredity of actual or potential value. This definition of genetic resources is
adapted from the definitions of genetic materials and genetic resources set
forth in Article 2 of the Convention on Biological Diversity.

* Commercialisation means the use or exploitation
of genetic resources, their progeny or Derivatives, with the object of, or
resulting in, financial gain, and includes but is not limited to the following
activities: sale, applying for, obtaining or transferring intellectual property
rights or other tangible or intangible rights by sale or licence or in any other
manner, commencement of product development, conducting market research, and
seeking pre-market approval;

Note 2. Country of origin of genetic resources
means the country which possesses those genetic resources in in situ
conditions;

(Derivatives include, but are not limited to,
modified or unmodified extracts and any compounds or chemical structures based
on or derived from genetic resources and their progeny, including
analogues;

I
understand that any Material supplied to me by [PG] pursuant to this Agreement
will be subject to, and I agree to comply with, the conditions above.

SIGNED BY:for and on behalf of [Insert name of
recipient institution] ("Recipient")

Name: [Insert name of individual]Title: [Insert title of individual]Date: [Insert date]